泰凌微: 发行股份及支付现金购买资产并募集配套资金预案

Core Viewpoint - The company plans to issue shares and pay cash to acquire 100% equity of Shanghai Panqi Microelectronics and raise matching funds through a private placement to specific investors, aiming to enhance its position in the low-power wireless IoT chip market [11][12][14]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Panqi Microelectronics from 26 counterparties, including STYLISH TECH LIMITED and others, through a combination of share issuance and cash payment [11][12][14]. - The final transaction price will be based on an evaluation report from a qualified appraisal agency, which is yet to be completed [14][16]. - The company intends to raise matching funds not exceeding 100% of the transaction price, with the issuance of shares limited to 30% of the total share capital before the fundraising [19][20]. Group 2: Target Company Profile - Panqi Microelectronics specializes in the research, design, and sales of low-power wireless IoT chips, with notable technologies in BLE-Lite and multi-protocol wireless SoC series [12][21]. - The company has received multiple industry awards, including the "2022 IoT Technology Innovation Award," indicating its strong market presence and technical capabilities [12][21]. Group 3: Strategic Benefits - The acquisition is expected to enhance the company's product competitiveness in low-power Bluetooth, Zigbee, and other wireless communication technologies, creating a comprehensive IoT wireless connection platform [13][21]. - The integration of Panqi's technologies will allow the company to expand its product offerings and customer base, thereby strengthening its market position and international competitiveness [13][22]. Group 4: Regulatory and Approval Process - The transaction has undergone necessary decision-making processes, including approval from the company's board, but still requires further approvals from regulatory bodies such as the China Securities Regulatory Commission and the Shanghai Stock Exchange [23][24]. - The company has committed to strict information disclosure obligations to protect the rights of minority investors throughout the transaction process [24].